exhibit101talencompanyma







Exhibit 10.1        Talen Energy    2015 Stock Incentive Plan      Restricted Stock Unit Agreement   (Matching Grants on Purchased Shares)      Participant:     Date of Grant:      Number of RSUs:          1. Grant of RSUs.  The Company hereby grants the number of restricted   stock units (“RSUs”) listed above to the Participant, on the terms and conditions hereinafter set   forth.  This grant is made pursuant to the terms of the Talen Energy 2015 Stock Incentive Plan   (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and   made a part of this Agreement.  Each RSU represents the unfunded, unsecured right of the   Participant to receive a Share on the date(s) specified herein.  Capitalized terms not otherwise   defined herein shall have the same meanings as in the Plan.   2. Vesting/Form and Timing of Issuance or Transfer.   (a) Subject to the Participant’s continued Employment with the Company and   its Affiliates through the second anniversary of the Date of Grant (the “Vesting Date”) and the   Participant not engaging in any Prohibited Activity prior to the Vesting Date, 100% of the RSUs   shall vest upon the Vesting Date, and the Company shall, within 30 days following the Vesting   Date issue or cause there to be transferred to the Participant the corresponding number of   Shares equal to the number of Vested RSUs.  Notwithstanding the preceding sentence, 100%   of the outstanding RSUs shall vest upon (i) a Change in Control or (ii) the Participant’s   termination of Employment due to death or Disability (each of the events described under   clause (i) and (ii) being an “Acceleration Event”).  The Shares underlying any portion of the   RSUs that vest in accordance with the preceding sentence shall be delivered to the Participant   within 30 days following the occurrence of the Acceleration Event. In the event that the   Participant engages in any Prohibited Activity prior to the Vesting Date, all Unvested RSUs held   by Participant pursuant to this Restricted Stock Unit Agreement will be immediately forfeited   without consideration.  Upon the Participant’s termination of Employment with the Company or   any Affiliate for any reason other than due to an Acceleration Event, all RSUs that did not   become vested on or prior to such date shall immediately terminate and be forfeited without   consideration and no Shares shall be delivered hereunder.   (b) Upon the issuance or transfer of Shares in accordance with Section 2(a)   of this Agreement, the number of RSUs equal to the number of Shares issued or transferred to   the Participant, along with the number of RSUs equal to the number of Shares withheld by the   Company to satisfy any applicable tax withholding obligations under Section 9, shall be   extinguished.   (c) For purposes of this Agreement:   (i)   “Prohibited Activity” shall mean any of the following: (x) Participant’s sale or   transfer of Participant’s Purchased Shares (as defined below) to a third party prior to the     





 







   2   Vesting Date, (y) Participant’s transfer of any Purchased Shares into or out of the   brokerage account designated by the Company prior to the Vesting Date, or (z)   Participant’s entering into hedging or similar transactions with any Purchased Shares or   holding such Purchased Shares in margin accounts; provided, however, that clauses (x)   and (y) shall not be deemed to be violated as a result of any transfer that occurs by will   or by the laws of descent and distribution, or, subject to the Committee’s approval, to a   trust or estate planning vehicle for the benefit of the Participant’s immediate family.   (ii)  “Purchase Date” shall mean the date(s) upon which the Participant   purchased shares of Company common stock on the open market on a post-tax basis as   identified on Exhibit A hereto (such shares, the “Purchased Shares”).   (iii)  “Unvested RSUs” shall mean, on a given date, the number of RSUs which   remain unvested.   (iv)  “Vested RSUs” shall mean, on a given date, the number of RSUs which are   then vested, but for which Shares have not yet been delivered.   3. Dividend Equivalent RSUs.  RSUs shall not pay cash dividends.  The   Participant shall be entitled to receive additional RSUs equal to the number of whole Shares   that could have been purchased on the date that any dividends on Shares may be paid, at the   Fair Market Value of Shares on that date, as if the dollar amount of any ordinary dividends that   are declared on Shares applied to the Shares underlying the RSUs.  All such additional RSUs   shall be subject to the same terms and conditions applicable herein to the underlying RSUs ,   including  such RSUs becoming Vested RSUs.  Notwithstanding the foregoing, if on any date   while RSUs are outstanding hereunder the Company shall pay any extraordinary dividend on   the Shares, the Committee shall equitably adjust the outstanding RSUs pursuant to Section 10   of the Plan.   4. No Right to Continued Employment.  The granting of RSUs evidenced by   this Agreement shall impose no obligation on the Company or any Affiliate to continue the   Employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right   to terminate the Employment of such Participant.   5. No Rights of a Shareholder.  The Participant shall not have any rights as   a shareholder of the Company until the Shares have been issued or transferred to such   Participant.   6. Legend on Certificates.  Any Shares issued or transferred to the   Participant pursuant to Section 2 of this Agreement shall be subject to such stop transfer orders   and other restrictions as the Committee may deem advisable under the Plan or the rules,   regulations, and other requirements of the Securities and Exchange Commission, any stock   exchange upon which such Shares are listed, and any applicable federal or state laws or   relevant securities laws of the jurisdiction of the domicile of the Participant, and the Committee   may cause a legend or legends to be put on any certificates representing such Shares to make   appropriate reference to such restrictions.   7. Transferability.  RSUs may not be assigned, alienated, pledged, attached,   sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the   laws of descent and distribution, and any purported assignment, alienation, pledge, attachment,   sale, transfer or encumbrance not permitted by this Section 7 shall be void and unenforceable     





 







   3   against the Company or any Affiliate; provided that the designation of a beneficiary shall not   constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.   8. Notices.  Any notice under this Agreement shall be addressed to the   Company in care of its General Counsel at the principal executive office of the Company and to   the Participant at the address appearing in the personnel records of the Company for the   Participant or to either party at such other address as either party hereto may hereafter   designate in writing to the other.  Any such notice shall be deemed effective upon receipt   thereof by the addressee.   9. Withholding.  The Participant shall be required to pay to the Company or   any Affiliate applicable withholding taxes with respect to any issuance or transfer under this   Agreement or under the Plan, and the Company or any Affiliate shall have the right and is   hereby authorized to withhold from any issuance or transfer due under this Agreement or under   the Plan or from any compensation or other amount owing to the Participant an amount in   respect of such withholding taxes, and to take such action as may be necessary in the opinion   of the Company to satisfy all obligations for the payment of such withholding taxes.   10. Choice of Law.  THE INTERPRETATION, PERFORMANCE AND   ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE   STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.   11. RSUs Subject to Plan.  By entering into this Agreement, the Participant   agrees and acknowledges that the Participant has received and read a copy of the Plan and   agrees that all RSUs and Shares received in respect of RSUs are subject to the Plan.  The   terms and provisions of the Plan, as may be amended from time to time, are hereby   incorporated by reference.  In the event of a conflict between any term or provision contained   herein and a term or provision of the Plan, the applicable terms of the Plan will govern and   prevail.     12. Modifications.  Notwithstanding any provision of this Agreement to   contrary, the Company reserves the right to modify the terms and conditions of this Agreement   including, without limitation, the timing or circumstances of the issuance or transfer of Shares to   the Participant hereunder, to the extent such modification is determined by the Company to be   necessary to comply with applicable law or preserve the intended deferral of income recognition   with respect to the RSUs until the issuance or transfer of Shares hereunder.   13. Signature in Counterparts.  This Agreement may be signed in   counterparts, each of which shall be an original, with the same effect as if the signatures thereto   and hereto were upon the same instrument.   14. Compliance with IRC Section 409A.  Notwithstanding anything herein to   the contrary, (i) if at the time of the Participant’s termination of employment with the Company   and its Affiliates the Participant is a “specified employee” as defined in Section 409A of the   Code and the deferral of the commencement of any payments or benefits otherwise payable   hereunder as a result of such termination of employment is necessary in order to prevent any   accelerated or additional tax under Section 409A of the Code, then the Company will defer the   commencement of the payment of any such payments or benefits hereunder (without any   reduction in such payments or benefits ultimately paid or provided to the Participant) until the   date that is six months and one day following the Participant’s termination of employment with   the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the     





 







   4   Code) and (ii) if any other payments or other benefits due to the Participant hereunder could   cause the application of an accelerated or additional tax under Section 409A of the Code, such   payments or other benefits shall be deferred if deferral will make such payment or other benefits   compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be   restructured, to the extent possible, in a manner, determined by the Committee, that does not   cause such an accelerated or additional tax.  The Company shall use commercially reasonable   efforts to implement the provisions of this Section 14 in good faith; provided that neither the   Company, the Committee nor any of the Company’s employees, directors or representatives   shall have any liability to the Participant with respect to this Section 14.                   Sincerely,        Talen Energy Corporation                     ______________________________       Paul Farr        President & Chief Executive Officer                                                                 





 







   5      Exhibit A         Talen Energy     2015 Stock Incentive Plan      Restricted Stock Unit Agreement   (Matching Grants on Purchased Shares)               Granted to: Participant Name      SSN: SSN or I-Number            Date of Award: Grant date      Purchased Shares: Number of Purchased Shares purchased      Purchase Date(s): Date(s) upon which Purchased Shares were purchased      Restricted Stock Units: Number of shares granted